RYTHM, Inc.

Current report

We are not currently a “controlled company” under Nasdaq rules, but if Green Thumb and its affiliates acquire more than 50% of our voting power, we would be deemed a “controlled company” and could rely on exemptions from certain corporate governance requirements, which could reduce protections available to our other stockholders**and result in the loss of our smaller reporting company status.

Current report

As of September 30, 2026, RSLGH, a subsidiary of Green Thumb, held approximately 32% of our outstanding Common Stock and, accordingly, we are not currently a “controlled company” within the meaning of the Nasdaq listing rules. However, as a result of the Amendment, which removed beneficial ownership limitations on the conversion of the Convertible Notes and the exercise of the pre-funded warrants held by RSLGH, Green Thumb and its affiliates beneficially own approximately 89.9% of our Common Stock and may, at any time and in their sole discretion, convert the Convertible Notes or exercise the pre-funded warrants and thereby acquire more than 50% of our outstanding voting power.

Current report

If Green Thumb and its affiliates acquire more than 50% of our voting power, we would be deemed a “controlled company” under Nasdaq Listing Rule 5615(c). As a controlled company, we would be permitted to elect not to comply with certain Nasdaq corporate governance requirements that currently apply to us, including the requirements that (i) a majority of our board of directors consist of independent directors, (ii) director nominees be selected, or recommended for selection, by a majority of the independent directors or a nominating committee composed solely of independent directors, and (iii) executive compensation be determined, or recommended for determination, by a compensation committee composed solely of independent directors. If we were to become a controlled company and elect to rely on some or all of these exemptions, our stockholders would not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements. Even if we do not rely on these exemptions, Green Thumb would be able to control the election of our directors and the outcome of substantially all matters submitted to a vote of our stockholders.

Current report

In addition, if Green Thumb and its affiliates acquire more than 50% of our outstanding voting securities, we would become a majority-owned subsidiary of Green Thumb and, because Green Thumb does not currently qualify as a smaller reporting company, we would no longer qualify as a smaller reporting company as of our next applicable determination date under applicable SEC rules. The loss of smaller reporting company status would subject us to expanded disclosure and other reporting requirements and could increase our legal, accounting and other compliance costs and the demands on management.

Current report

On September 1, 2026, we issued to RSLGH, a related party, pre-funded warrants to purchase up to an aggregate of 133,716 shares of Common Stock, consisting of pre-funded warrants to purchase up to 57,377 shares in payment of approximately $1.35 million of accrued interest under the May 2025 Note held by RSLGH and pre-funded warrants to purchase up to 76,339 shares in payment of approximately $2.25 million of accrued interest under the August 2025 Note held by RSLGH. The number of shares underlying each pre-funded warrant was determined by dividing the accrued and unpaid interest by the applicable warrant conversion price of $23.529 (for the May 2025 Note) or $29.474 (for the August 2025 Note). The pre-funded warrants have an exercise price of $0.001 per share and are exercisable at any time until exercised in full. The pre-funded warrants were issued in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, and each holder is an accredited investor.

Previous report

None for the three months ended June 30, 2026.